KALA BIO, Inc.
For the period ended Nov 3, 2026. Filed Sep 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 3, 2026 · Filed Sep 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
**Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
KALA BIO, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
KALA
BIO
KALA BIO, INC.,
1167 Massachusetts Avenue
Arlington, Massachusetts 02476
(781) 996-5252
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November** **3, 2026
Dear Stockholders:
You are cordially invited to attend the 2026 annual meeting of stockholders of KALA BIO, Inc., which will be a virtual meeting held via the Internet at www.virtualshareholdermeeting.com/KALA2026 on Tuesday, November 3, 2026 at 10:00 a.m., Eastern Time. At the annual meeting, stockholders will consider and vote on the following matters:
| 1. | The election of two Class III directors, Yonatan Colman and Brendan Purdy, each to serve until the 2029 annual meeting of stockholders and until his successor has been duly elected and qualified; |
| 2. | The approval of a non-binding advisory vote on executive compensation; |
| 3. | The ratification of the appointment of HTL International, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 4. | The approval of an amendment to our Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the shares of our common stock at a ratio of not less than 1-for-2 and not greater than 1-for-300 |
| 5. | The approval of an adjournment of the 2026 annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposals at the time of the meeting, or in the absence of a quorum; and |
The transaction of any other business that may properly come before the annual meeting or any adjournment or postponement thereof.
As noted above, our annual meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via the Internet at a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the annual meeting in person. This means you can attend the annual meeting online, vote your shares electronically during the annual meeting and submit questions online during the annual meeting by accessing www.virtualshareholdermeeting.com/KALA2026 shortly prior to the scheduled start of the meeting and entering the 16-digit control number found on the proxy card, voting instruction form or notice of internet availability of proxy materials. We believe that hosting a “virtual meeting” will enable greater stockholder attendance and participation from any location around the world.
Stockholders of record at the close of business on September 10, 2026 will be entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof. A list of stockholders as of the close of business on the record date will be available for examination by our stockholders of record for any purpose germane to the meeting during the 10-day period ending on the day before the annual meeting. If you wish to view this list, please contact our Secretary at the address and phone number set forth above.
We are distributing our proxy materials to certain stockholders via the Internet under the U.S. Securities and Exchange Commission “Notice and Access” rules. We believe this approach allows us to provide stockholders with a timely and convenient way to receive proxy materials and vote, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) beginning on or about September 24, 2026, rather than a paper copy of the proxy statement, the proxy card and our Annual Report for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). The Notice of Internet Availability contains instructions on how to access the proxy materials, vote and obtain, if desired, a paper copy of the proxy materials.
We encourage all stockholders to attend the virtual annual meeting. However, whether or not you plan to attend the virtual annual meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. Please review the instructions of each of your voting options described in the proxy statement.
Thank you for your ongoing support and continued interest in Kala.
By Order of the Board of Directors,
Avi Minkowitz
Chief Executive Officer
Arlington, Massachusetts
September 24, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 3, 2026
Our proxy statement, proxy card and our 2025 Annual Report
are available at www.proxyvote.com
TABLE OF CONTENTS
| INFORMATION CONCERNING SOLICITATION AND VOTING | 1 |
|---|---|
| IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 2 |
| Implications of Being a “Smaller Reporting Company” | 8 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 9 |
| Election of Directors | 9 |
| Class III Director Nominees | 9 |
| Current Directors | 10 |
| Class I Directors | 10 |
| Class II Directors | 11 |
| Class III Directors | 11 |
| Corporate Governance Matters | 11 |
| Corporate Governance Guidelines | 11 |
| Board Leadership Structure | 12 |
| Board Determination of Independence | 13 |
| Board of Director Meetings and Attendance | 13 |
| Communicating with the Independent Directors | 13 |
| Committees of the Board of Directors | 14 |
| Director Nomination Process | 16 |
| Criteria and Diversity | 16 |
| Stockholder Nominations | 16 |
| Oversight of Risk | 17 |
| Code of Business Conduct and Ethics | 17 |
| Policies and Procedures for Related Person Transactions | 17 |
| Related Person Transactions | 19 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 21 |
| Executive Officers | 21 |
| Executive Compensation | 21 |
| Executive and Director Compensation Processes | 21 |
| MATTERS TO BE VOTED ON | 45 |
| Proposal 1: Election of Directors | 45 |
| Proposal 2: Advisory Vote on Executive Compensation | 46 |
| Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm | 47 |
| Proposal 4: Approval of an Amendment to our Restated Certificate of Incorporation, as amended, to Effect a Reverse Stock Split of our Common Stock at a Ratio of Not Less than 1-for-2 and Not Greater than 1-for-300. | 49 |
| Proposal 5: Approval of an Adjournment of the 2026 Annual Meeting, if Necessary, to Solicit Additional Proxies, or in the Absence of a Quorum | 50 |
| RECOMMENDATION OF THE BOARD OF DIRECTORS | 50 |
| STOCK OWNERSHIP AND REPORTING | 51 |
| Security Ownership of Certain Beneficial Owners and Management | 51 |
| Oxford Settlement and Voting Agreement | 51 |
| OTHER MATTERS | 52 |
| Stockholder Proposals for our 2027 Annual Meeting of Stockholders | 52 |
| Stockholder Proposals Included in Proxy Statement | 52 |
| Stockholder Proposals Not Included in Proxy Statement | 52 |
| Householding of Annual Meeting Materials | 52 |
i
KALA
BIO
KALA BIO, INC.,
1167 Massachusetts Avenue
Arlington, Massachusetts 02476
(781) 996-5252
**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November**** **3, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.